Business

Chambers and Partners calls Ryley Carlock & Applewhite's corporate practice attorneys "incredibly experienced and trusted." From entering into a contract, forming a corporation, defining partner rights and relationships, or protecting valuable intangible assets, Ryley Carlock attorneys provide fully-integrated solutions. Our Arizona and Colorado corporate lawyers serve companies of all sizes, representing public and private companies, entrepreneurs and non-profit organizations.

Representing clients across a diverse range of industries allows our lawyers to offer practical counseling with a keen focus on the business' bottom line. We advise clients in forming business entities, assist them in developing business strategies, plan for exit strategies, and manage business succession matters. Attorneys at Ryley Carlock provide valuable counsel and services on entity formation and governance; finance, securities and private equity, intellectual property and data privacy; and corporate transactions.

We have experience and provide legal support to clients in a number of different industries, including real estate, resort and hospitality, gaming, software and information technology, publishing, accounting, architecture, management consulting, engineering, and other professional services, construction management, retail sales, Internet, telecommunications and manufacturing.

Areas of experience include:

Business Organizations and Legal Support
Ryley Carlock attorneys provide internal support for client businesses including entity selection and formation that suits a client's particular business and legal needs, including corporations, general, limited and limited liability partnerships, and limited liability companies. Our attorneys work collaboratively with our client's accountant or other financial advisor, as to the choice of entity and evaluation of factors that will drive that choice in the client's best interests. Our ultimate goal is to help our clients achieve their legal, financial and business objectives.

We also prepare and file the necessary papers with state and federal regulatory authorities to form and legally maintain in good standing legal entities, and offer to our clients calendaring and other programs to maintain certain internal papers and external reporting for maintaining corporate status and necessary state qualifications.

For our business clients who have two or more owners, we provide counsel and prepare the necessary documentation governing management and ownership of these businesses, including buy-sell and voting agreements for corporations, partnership agreements for partnerships, and operating agreements for limited liability companies. This type of documentation is critical to addressing governance, operational and financial matters as between owners and management for closely held businesses.

We counsel and prepare the necessary documentation as to management, employees and third parties to make employment and contract terms clear and reasonable.

• Employment agreements
• Management compensation agreements
• Consulting agreements
• Stock option plans and agreements
• Stock and membership interest appreciation rights agreements
• Earn-outs and deferred payment documentation
• Agreements to resolve corporate disputes and corporate divorces
• Trade secret and confidentiality agreements
• Noncompetition and non-solicitation agreements
• Customer and vendor documentation and contracts
• Manufacturing agreements
• Service agreements
• Marketing, sales and distribution contracts
• Software and other technology licenses
• Licensing documentation for technologies or brands
• Equipment leasing and lease finance transactions
• Product warranty arrangements
• Professional services agreements
• Assisting clients with borrowing and related credit facilities and UCC documentation
• Commercial agreements and contracts with third parties
• Regulatory compliance matters

Corporate Finance, Securities & Corporate Governance
Attorneys at Ryley Carlock represent issuers, underwriters, lenders and other investors in public and private offerings of debt, equity and hybrid securities. Our securities attorneys handle diverse entity structures such as joint ventures, limited partnerships, limited liability companies, MLP's and REIT's, helping investors capitalize on what can sometimes be complex financial systems.

Our lawyers help with all stages of business development, from start-up and venture capital financing through subsequent rounds of private equity financing and often through IPO and other strategic business transactions. Services include preparation of offering documents; transactions and offerings counsel; SEC compliance; and corporate governance solutions.

Corporate Transactions - Mergers & Acquisitions
Ryley Carlock Corporate and Business attorneys represent and advise clients on significant strategic corporate, M&A, and other commercial transactions. Our services include client representation on buy-side and sell-side acquisitions and sales of operating companies via merger, asset or equity acquisition, or other business combination structure best suited to the project. Our corporate and commercial transactions experience includes corporate reorganizations, business consolidations and roll-ups, joint and strategic ventures, management and other leveraged buyouts, recapitalizations and restructurings, tender and exchange offers, and asset spinoffs and divestitures.

Tax
Attorneys at Ryley Carlock often play an important role in transactions, whether by tax planning, solving a domestic or international tax problem, coordinating a business transaction with the principal's personal estate and income tax planning, or determining how to transition an employee benefit plan to a client purchaser. We also handle executive compensation issues.

We have the experience and judgment to guide clients through constantly changing federal, state, and international tax laws. In the event that tax controversies arise, we represent clients before administrative agencies and state and federal courts, and handle administrative audits and appeals before the Internal Revenue Service and state revenue departments.

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